U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB/A

(Mark One)

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
         OF1934

         For the fiscal year ended May 31, 2006.

[_]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934

         For the transition period from _______________ to ______________

                        Commission file number 000-52142

                              Rub A Dub Soap, Inc.
                 (Name of small business issuer in its charter)

                 Nevada                                          84-1609495
                 ------                                          ----------
    (State or other jurisdiction of                           (I.R.S. Employer
     incorporation or organization)                          Identification No.)

     2591 Dallas Parkway, Suite 102                                 75034
             Frisco, Texas                                       (Zip Code)
(Address of principal executive offices)

         Issuer's telephone number, including area code: (972) 963-0000

Securities registered under Section 12(b) of the Exchange Act:  None.

Securities registered under Section 12(g) of the Exchange Act: Common stock, par
value $0.001.

         Check  whether the issuer is not  required  to file report  pursuant to
Section 13 or 15(d) of the Exchange Act. [ ]

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements for the past 90 days.
Yes [X] No [ ]

         Indicate by check mark whether the  registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act) Yes [X] No [ ]

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of  Regulation  S-B contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

         The registrant's revenues for its most recent fiscal year were $ -0-

         The  aggregate  market  value  of  the  voting  common  stock  held  by
non-affiliates  of the issuer,  based on the average bid and asked price of such
stock  was  $11,433  at  July  5,  2006.  At July 5,  2006  the  registrant  had
outstanding 430,282 shares of $.001 par value common stock.

         Transitional Small Business Disclosure Format: Yes [ ] No [X]



<PAGE>

                                EXPLANATORY NOTE


         Registrant is filing this  amendment to Form 10-KSB in order to correct
an error in the amount of the purchase price paid in connection  with the change
of control that  occurred on February 21, 2006,  which is contained in Note 2 to
the Condensed Financial Statements.  The amount shown as $513,495 should instead
be $514,495,  and is hereby amended.  All other data in the following  financial
statements is the same as the Form 10-KSB filed on August 15, 2006.

























<PAGE>

Item 7.   Financial Statements


                              RUB A DUB SOAP, INC.

                              Financial Statements

                              May 31, 2006 and 2005

       (with Independent Registered Public Accounting Firm Report Thereon)


                              RUB A DUB SOAP, INC.

                          Index to Financial Statements

                                                                            Page
                                                                            ----


Reports of Independent Registered Public Accounting Firm                     F-2

Balance Sheet                                                                F-4

Statements of Operations                                                     F-5

Statement of Changes in Shareholders' Equity                                 F-6

Statement of Cash Flows                                                      F-7

Notes to Financial Statements                                                F-8













                                      F-1
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders
Rub A Dub Soap, Inc.

We have  audited  the  accompanying  balance  sheets of Rub A Dub Soap,  Inc. (a
development stage  enterprise) as of May 31, 2006 and the related  statements of
operations,  stockholders'  equity  (deficit)  and cash  flows for the year then
ended.  These  financial  statements are the  responsibility  of Rub A Dub Soap,
Inc.'s  management.  Our  responsibility  is to  express  an  opinion  on  these
financial statements based on our audits.

We conducted  our audits in  accordance  with  standards  of the Public  Company
Accounting Oversight Board (United States). These standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material  misstatement.  An audit includes examining on a
test basis  evidence  supporting  the amounts and  disclosures  in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management  as well as  evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Rub A Dub Soap, Inc. as of May
31, 2006 and the results of its operations and its cash flows for the year then
ended in conformity with accounting principles generally accepted in the United
States of America.

The accompanying financial statements have been prepared assuming that Rub A Dub
Soap,  Inc.  will  continue as a going  concern.  As  discussed in Note 4 to the
financial  statements,  Rub A Dub Soap, Inc. is a development stage company that
has suffered  recurring  losses from  operations that raises  substantial  doubt
about its ability to continue as a going concern.  Management's  plans in regard
to these matters are also  described in Note 5. The financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.

Sherb & Co., LLP
New York, New York
July 28, 2006




                                      F-2
<PAGE>

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Shareholders of
Rub A Dub Soap, Inc.

We have audited the accompanying balance sheet of Rub A Dub Soap, Inc. as of May
31, 2005,  (not  separately  provided  herein),  and the related  statements  of
operations,  changes in shareholders' deficit, and cash flows for the year ended
May 31, 2005. These financial statements are the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Rub A Dub Soap, Inc. as of May
31,  2005,  and the  results of its  operations  and its cash flows for the year
ended May 31, 2005, in conformity with generally accepted accounting  principles
in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 5 to the
financial   statements,   the  Company's   significant  operating  losses  raise
substantial  doubt  about  its  ability  to  continue  as a going  concern.  The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

The Company emerged from the development stage in June 2004.

/s/ Cordovano and Honeck LLP
----------------------------

Cordovano and Honeck LLP
Englewood, Colorado
September 8, 2005






                                      F-3
<PAGE>

                              RUB A DUB SOAP, INC.

                          (A Development Stage Company)
                                  Balance Sheet
                                  May 31, 2006

                                     Assets



       Total Assets                                                   $    --
                                                                      ---------


                              Stockholders' Equity

Stockholders'equity :
   Common stock , $.001 par value.  authorized 100,000,000 shares,
              issued and outstanding 430,282 shares                         430
   Additional paid-in capital                                           231,871
   Accumulated deficit                                                 (218,043)
   Deficit accumulated during the development stage                     (14,258)
                                                                      ---------





             Total stockholder's equity                               $    --
                                                                      ---------
















                 See accompanying notes to financial statements

                                      F-4
<PAGE>
<TABLE>
<CAPTION>

                              RUB A DUB SOAP, INC.
                          (A Development Stage Company)

                            Statements of Operations


                                                                                                For the
                                                                                               development
                                                                                              Stage period
                                                                   For the Years Ended            from
                                                                         May 31,              February 22,
                                                              ----------------------------       2006 to
                                                                  2006            2005        May 31, 2006
                                                              ------------    ------------    ------------
<S>                                                           <C>             <C>             <C>
Net sales                                                     $       --      $       --      $       --
Cost of sales                                                         --              --              --
                                                              ------------    ------------    ------------
       Gross profit                                                   --              --              --

   General and administrative expenses                              46,679          24,283          14,258

   Stock-based compensation:
       litigation expense                                           15,500            --              --

   Other litigation expense                                          2,409            --              --


   Interest expense                                                   --              --
                                                              ------------    ------------    ------------
     Total costs and expenses                                       64,588          24,283          14,258
                                                              ------------    ------------    ------------

            Loss from continuing operations before
            income taxes                                           (64,588)        (24,283)        (14,258)

        Provision for income taxes                                    --              --              --
                                                              ------------    ------------    ------------

        Net loss from continuing operations                        (64,588)        (24,283)        (14,258)
                                                              ------------    ------------    ------------

Discontinued operations:
        Loss from operations of discontinued component
            (including loss on disposal of -0-), net of tax         (7,881)         (8,442)           --
                                                              ------------    ------------    ------------

        Loss on discontinued operations                             (7,881)         (8,442)           --
                                                              ------------    ------------    ------------

Net loss                                                      $    (72,469)   $    (32,725)   $    (14,258)
                                                              ============    ============    ============


Basic and diluted loss per share                              $      (0.19)   $      (0.09)   $      (0.04)
                                                              ============    ============    ============


Weighted average common shares outstanding                         380,697         370,280         401,532
                                                              ============    ============    ============
</TABLE>




                 See accompanying notes to financial statements

                                      F-5
<PAGE>
<TABLE>
<CAPTION>

                              RUB A DUB SOAP, INC.
                          (A Development Stage Company)

                  Statements of Changes in Stockholders' Equity


                                                                                                  Deficit
                                                                                                accumulated
                                             Common stock          Additional                     during
                                       -------------------------     paid-in     Accumulated    development
                                          Shares        Amount       capital       deficit         stage          Total
                                       -----------   -----------   -----------   -----------    -----------    -----------
<S>                                    <C>           <C>           <C>           <C>            <C>            <C>
   Balance at May 31, 2004                 370,282   $       370   $   149,230   $  (127,108)   $      --      $    22,492


Net loss                                      --            --            --         (32,725)          --          (32,725)
                                       -----------   -----------   -----------   -----------    -----------    -----------


   Balance at May 31, 2005                 370,282           370       149,230      (159,832)          --          (10,232)
Common stock issued in
   settlement of litigation ($3.00          15,500
   per share)                                5,000             5        15,495          --             --


Capital contribution                          --            --          52,943          --             --           52,943
Contribution by principal                    8,258
   stockholder                                --            --           8,258          --             --


Common stock issued ($.12 per share)        55,000            55         5,945          --             --            6,000


Net loss                                      --            --            --         (58,211)       (14,258)       (72,469)
                                       -----------   -----------   -----------   -----------    -----------    -----------
   Balance at May 31, 2006                 430,282   $       430   $   231,871   $  (218,043)   $   (14,258)   $      --
                                       ===========   ===========   ===========   ===========    ===========    ===========
</TABLE>



















                 See accompanying notes to financial statements

                                      F-6
<PAGE>
<TABLE>
<CAPTION>

                              RUB A DUB SOAP, INC.
                          (A Development Stage Company)

                            Statements of Cash Flows

                                                                                        For the period
                                                                                             from
                                                          For the Year Ended             February 22,
                                                                 May 31,                    2006
                                                    --------------------------------    (inception) to
                                                         2006              2005          May 31, 2006
                                                    --------------    --------------    --------------
<S>                                                 <C>               <C>               <C>
Net cash used in operating activities:
       Net loss                                     $      (72,469)   $      (32,725)   $      (14,258)
          Adjustments to reconcile net loss to
          Net cash used in operating activities:
       Common stock issued in settlement                    15,500              --                --
       Stock based compensation                              6,000              --               6,000
       Discontinued operations                               4,227             4,073              --
                                                    --------------    --------------    --------------
                                                           (46,742)          (28,652)           (8,258)
                                                    --------------    --------------    --------------

       Cash flows from financing activities:
          Proceeds (repayment) of note payable              (6,000)            6,000              --
          Proceeds of related party note payable            52,943              --                --
          Contribution by principal                          8,258              --               8,258
          Repayment of related party note payable           (8,500)            8,500              --
                                                    --------------    --------------    --------------

Net cash provided by financing activities                   46,701            14,500             8,258
                                                    --------------    --------------    --------------


Net change in cash and cash equivalents                        (41)          (14,152)             --

Cash, beginning of period                                       41            14,193              --
                                                    --------------    --------------    --------------

Cash, end of period                                 $         --      $           41    $         --
                                                    ==============    ==============    ==============

Supplemental disclosure of cash flow information:
    Cash paid for:
       Interest                                     $         --      $         --      $         --
                                                    ==============    ==============    ==============
       Income taxes                                 $         --      $         --      $         --

Non-cash financing and investing activities:
       Contribution of related party note
       payable to capital                           $       52,943    $         --      $         --
                                                    ==============    ==============    ==============
</TABLE>





                 See accompanying notes to financial statements

                                      F-7
<PAGE>

                                A DUB SOAP, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements


Note 1:  Summary of Significant Accounting Policies

Organization and Basis of Presentation

Until February 21, 2006 Rub A Dub Soap,  Inc.("the  Company") was engaged in the
online retailing of handmade,  natural,  vegetable-based soaps and gift baskets.
As a small online  retailer of soaps,  we were  dedicated to serving the natural
product  enthusiast with a variety of handmade,  natural,  herbal soaps and gift
baskets.  Our  products  were  featured  on our web  site,  which  is no  longer
operational.

The  Company  has  ceased  its soap  business  and will  attempt to locate a new
business (operating company), and offer itself as a merger vehicle for a company
that may desire to go public through a merger rather than through its own public
stock offering. Our search will be directed toward enterprises who will have the
potential  for  listing our common  stock on an  exchange  such as NASDAQ or the
American Stock Exchange.

Use of Estimates

The preparation of financial  statements in accordance  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amounts of assets and  liabilities  and the  disclosure  of
contingent  assets and  liabilities at the date of financial  statements and the
reported  amounts of revenues and expenses during the reporting  period.  Actual
results could differ from those estimates.

Income Taxes

Pursuant to  Statement of Financial  Accounting  Standards  No. 109 (`SFAS 109')
Accounting  for Income  Taxes,  the Company  accounts for income taxes under the
liability method.  Under the liability method, a deferred tax asset or liability
is determined based upon the tax effect of the differences between the financial
statement  and tax basis of assets and  liabilities  as  measured by the enacted
rates, which will be in effect when these differences reverse.

Stock based Compensation

The Company  accounts for  stock-based  compensation  arrangements in accordance
with Statement of Financial  Accounting Standards (SFAS) No. 123, Accounting for
Stock-Based  Compensation,  which permits  entities to recognize as expense over
the  vesting  period  the fair  value of all  stock-based  awards on the date of
grant.  Alternatively,  SFAS No. 123 allows  entities  to  continue to apply the
provisions of Accounting  Principle  Board ("APB) Opinion No. 25 and provide pro
forma net earnings (loss) disclosures for employee stock option grants as if the
fair-value-based  method  defined in SFAS No. 123 had been applied.  The Company
has  elected to  continue  to apply the  provisions  of APB  Opinion  No. 25 and
provide the pro forma disclosure provisions of SFAS No. 123.

In December  2004,  the FASB issued SFAS No. 123  (Revised  2004),  "Share-Based
Payment,"  "SFAS  123R"  a  revision  to FASB  Statement  123,  "Accounting  for
Stock-Based  Compensation"  and this  statement  supersedes  APB Opinion No. 25,
"Accounting  for Stock  Issued to  Employees,"  and its  related  implementation
guidance. SFAS 123R focuses primarily on accounting for transactions in which an
entity obtains employee services in share-based payment  transactions.  SFAS No.
123R requires a public entity to measure the cost of employee  services received
in exchange  for an award of equity  instruments  based on the  grant-date  fair
value of the award (with limited exceptions).  That cost will be recognized over
the period  during which an employee is required to provide  service in exchange
for the award.  SFAS 123R is effective as of the  beginning of the first interim
or annual  reporting  period that begins after June 15, 2005 and the company has
implemented SFAS 123R in the first quarter of fiscal 2006.



                                      F-8
<PAGE>

New Accounting Pronouncements

In March 2005, the SEC released SAB 107, "Share-Based Payments" ("SAB 107"). The
interpretations  in SAB  107  express  views  of the  SEC  staff  regarding  the
interaction between SFAS 123R and certain SEC rules and regulations, and provide
the staff's views  regarding the valuation of share-based  payment  arrangements
for public  companies.  In  particular,  SAB 107  provides  guidance  related to
share-based  payment  transactions  with  non-employees,   the  transition  from
nonpublic to public entity status, valuation methods (including assumptions such
as expected volatility and expected term), the accounting for certain redeemable
financial  instruments  issued  under  share-based  payment  arrangements,   the
classification of compensation expense, non-GAAP financial measures,  first-time
adoption of SFAS 123R in an interim period,  capitalization of compensation cost
related to  share-based  payment  arrangements,  the  accounting  for income tax
effects of share-based arrangements upon adoption of SFAS 123R, the modification
of employee share options prior to the adoption of SFAS 123R and  disclosures in
Management's  Discussion  and Analysis  subsequent to the adoption of SFAS 123R.
SAB 107 requires  stock-based  compensation  be  classified  in the same expense
lines as cash  compensation is reported for the same employees.  The company has
implemented  SAB 107 in the first  quarter of fiscal 2006, in  conjunction  with
SFAS 123R. SAB 107 is not expected to have a significant impact on the company's
financial statements.

In  December  2004,  the FASB issued SFAS No.  153,  "Exchanges  of  Nonmonetary
Assets--An   Amendment  of  APB  Opinion  No.  29,  Accounting  for  Nonmonetary
Transactions"  ("SFAS 153").  SFAS 153  eliminates the exception from fair value
measurement for nonmonetary  exchanges of similar productive assets in paragraph
21(b) of APB Opinion No. 29,  "Accounting  for  Nonmonetary  Transactions,"  and
replaces  it  with an  exception  for  exchanges  that  do not  have  commercial
substance.  SFAS  153  specifies  that a  nonmonetary  exchange  has  commercial
substance  if the  future  cash  flows of the  entity  are  expected  to  change
significantly as a result of the exchange.  SFAS 153 is effective for the fiscal
periods  beginning after December 15, 2005 and the company adopted this standard
in the three months  ending  March 31, 2006.  SFAS 153 is not expected to have a
significant impact on the company's financial statements.

In June  2005,  the FASB  issued  SFAS No.  154  "Accounting  Changes  and Error
Corrections,"  ("SFAS 154"),  a replacement  of APB Opinion No. 20,  "Accounting
Changes",  and SFAS No. 3  "Reporting  Accounting  Changes in Interim  Financial
Statements." SFAS 154 applies to voluntary  changes in accounting  principle and
changes  the  requirements  for  accounting  for and  reporting  of a change  in
accounting  principle.  SFAS 154  requires  retrospective  application  to prior
periods'  financial  statement  of a voluntary  change in  accounting  principle
unless it is  impracticable.  SFAS 154 is effective for  accounting  changes and
corrections  of errors made in fiscal years  beginning  after December 15, 2005.
Earlier  application  is permitted for  accounting  changes and  corrections  of
errors made occurring in fiscal years  beginning after June 1, 2005. The company
adopted SFAS 154  effective  December 15, 2005.  SFAS 154 is not expected have a
significant impact on the company's financial statements.

In February  2006,  the FASB issued SFAS No. 155,  which is an amendment of SFAS
No. 133 and 140. This  statement;  a) permits fair value  remeasurement  for any
hybrid financial  instrument that contains an embedded derivative that otherwise
would  require  bifurcation,   b)  clarifies  which  interest-  only  strip  and
principal-only  strip are not  subject to the  requirements  of SFAS No. 133, c)
establishes a requirement to evaluate interests in securitized  financial assets
to  identify  interests  that are  freestanding  derivatives  or that are hybrid
financial instruments that contain an embedded derivative requiring bifurcation,
d) clarifies that concentrations of credit risk in the form of subordination are
not embedded derivatives, e) amends SFAS No. 140 to eliminate the prohibition on
a  qualifying   special-purpose  entity  from  holding  a  derivative  financial
instrument that pertains to a beneficial  interest other than another derivative
financial  instrument.  This statement is effective for financial statements for
fiscal  years  beginning  after  September  15, 2006.  Earlier  adoption of this
statement is permitted as of the beginning of an entity's fiscal year,  provided
the entity has not yet issued any  financial  statements  for that fiscal  year.
SFAS No.  155 is not  expected  to have a  significant  impact on the  company's
financial statements.

In March 2006,  the FASB issued SFAS No. 156,  which  amends SFAS No. 140.  This
statement  establishes,  among other things,  the  accounting for all separately
recognized  servicing  assets and servicing  liabilities.  This statement amends
SFAS No. 140 to require  that all  separately  recognized  servicing  assets and
servicing liabilities be initially measured at fair value, if practicable.  SFAS
No. 156 permits, but does not require, the subsequent  measurement of separately
recognized  servicing assets and servicing  liabilities at fair value. An entity
that uses  derivative  instruments  to mitigate the risks  inherent in servicing
assets and  servicing  liabilities  is required to account for those  derivative
instruments  at fair value.  Under SFAS No. 156, an entity can elect  subsequent



                                      F-9
<PAGE>

fair value measurement to account for its separately recognized servicing assets
and servicing  liabilities.  By electing that option, an entity may simplify its
accounting  because this statement  permits income statement  recognition of the
potential  offsetting  changes  in fair  value of  those  servicing  assets  and
servicing liabilities and derivative  instruments in the same accounting period.
SFAS No. 156 is effective for financial  statements  for fiscal years  beginning
after  September 15, 2006.  Earlier  adoption of SFAS No. 156 is permitted as of
the beginning of an entity's fiscal year, provided the entity has not yet issued
any financial  statements for that fiscal year.  SFAS No. 156 is not expected to
have a significant impact on the company's financial statements.

Earnings (loss) per Common Share

Basic net income per share is computed by dividing  the net income  available to
common  shareholders  (the  numerator)  for the period by the  weighted  average
number of common shares  outstanding (the  denominator)  during the period.  The
computation of diluted  earnings is similar to basic earnings per share,  except
that the  denominator  is increased to include the number of  additional  common
shares that would have been  outstanding if potentially  dilutive  common shares
had been issued.

At May 31, 2006,  there was no variance between basic and diluted loss per share
as there were no potentially  dilutive common shares outstanding.  All per share
data  has  been  restated  to  reflect  the  one  for  ten  reverse  stock-split
effectuated in March 2006.

Note 2:  Change of Control and Disposal of Business

On February 21, 2006, the  controlling  shareholder,  Ms.  Powell,  sold 280,000
shares   (post-split)   of  common  stock  of  the  Company  to  Halter  Capital
Corporation,  representing 74.6% of the outstanding shares of the Company.  As a
result of the sale,  there was a change in control of the Company.  The purchase
price of the shares  was  $12,505 to Ms.  Powell  and  $514,495  paid to various
parties at the  direction of Ms.  Powell.  Ms.  Powell was  obligated to pay all
existing debts and other obligations of the Company, which totaled approximately
$57,500.  In addition,  the Company  transferred  and  assigned  all cash,  cash
equivalents,  prepaid expenses, inventory and accounts receivable, having a book
value of $6,468  and all other  intangible  assets  associated  with the  former
disposal  of  business  of the  Company  to Ms.  Powell,  in  exchange  for  her
resignation and release of all claims.  Costs of the transaction were charged to
expense.

With the change in control,  the Company has ceased its soap  business  and will
attempt to locate a new  business  (operating  company),  and offer  itself as a
merger  vehicle  for a company  that may  desire  to go public  through a merger
rather than through its own public stock  offering.  Our search will be directed
toward  enterprises  who will have the potential for listing our common stock on
an exchange such as NASDAQ or the American Stock Exchange.

Note 3:  Discontinued Operations

As a result of the change in control and the  disposal of business  described in
Note 2, the specialty soap business,  which was the Company's  primary  business
since inception in September 28, 2001, was effectively returned to Ms. Powell.

The  Company  accounted  for the  disposal  of the  specialty  soap  business in
accordance  with  Statement  of  Financial  Accounting  Standard  (SFAS) No. 144
Accounting  for the  Impairment  or Disposal of Long-lived  Assets.  Because the
Company will have no  significant  continuing  involvement in the specialty soap
business,  the  operations  and cash flows of the business have been reported in
the  accompanying  financial  statements  in  discontinued  operations,  for all
periods presented.

Because Ms. Powell  controlled  the Company prior to the stock sale described in
Note 2, no gain or loss from the  disposal of the  specialty  soap  business has
been  recognized  in  operations,  due  to  the  related  party  nature  of  the
transaction.  Accordingly,  the net  liabilities  transferred to Ms. Powell have
been accounted for as a capital transaction.



                                      F-10
<PAGE>

Discontinued operations consists of the following:

                                                    Year Ended      Year Ended
                                                   May 31, 2006    May 31, 2005
                                                   ------------    ------------
         Revenues                                  $        442    $      1,873
         Expenses                                        (8,323)        (10,315)
                                                   ------------    ------------
         Loss from discontinued operations         $     (7,881)   $     (8,442)
                                                   ============    ============

Note 4:  Development Stage Company

Following  February 22, 2006, the Company  re-entered the development  stage and
became a development  stage enterprise in accordance with SFAS No. 7, Accounting
and Reporting by Development Stage  Enterprises.  The $14,258 loss recognized by
the Company from February 22, 2006 through February 28, 2006, is included in the
accompanying  financial  statements as "deficit  accumulated  during development
stage."

The Company currently maintains no business operations and is a shell company in
search of a suitable merger candidate.

Note 5:  Going Concern

The Company is a  development  stage  company  with limited  operations,  and no
substantial   continuing  source  of  revenues.   Present   operations   require
substantial   capital  and  until   revenues  are  sufficient  to  fund  ongoing
operations,  we will be highly  dependent  on external  sources of  financing to
allow us the opportunity to find a suitable  operating  entity.  Rub A Dub Soap,
Inc. has no internal  sources of  liquidity  and does not expect to generate any
positive cash flows in the immediate future.  These conditions raise substantial
doubt about its ability to continue as a going concern.

Note 6:  Related Party Transactions

During the date from which the Company was purchased (February 22, 2006) through
May 31, 2006,  the principal  shareholder  incurred  certain  legal  expenses on
behalf of the Company.  The expenses,  totaling  $8,258 were recorded as general
and administrative expenses with a corresponding credit to paid-in capital.

At May 31, 2005,  the Company owed a related  party $8,500 for an advance  made.
The advances were non interest bearing,  unsecured and due on demand. During the
six months ended November 30, 2005 the same related party and additional related
parties  advanced the Company an additional  $36,466.  On November 30, 2005, the
balance of $44,966  were  converted  into  unsecured  promissory  notes  bearing
interest at 4% per year, due on demand.  These amounts,  including interest were
contributed to capital.

Note 7:  Income taxes

The following is a  reconciliation  of the Statutory  Federal income tax rate of
35% to the effective rate.

                                                             2006        2005
                                                           --------    --------
Federal income tax (benefit) at statutory rate             $(25,000)   $(11,000)
State income tax (benefit), net of Federal affect            (2,000)     (1,000)
Permanent differences - stock based compensation               8000         -0-
Change in valuation allowance                                19,000      12,000
                                                           --------    --------
                                                           $    -0-    $    -0-
                                                           ========    ========



                                      F-11
<PAGE>

As of May 31, 2006, the Company has net operating losses totaling  approximately
$123,000,  which have been fully reserved as the  utilization of these losses is
unlikely.  In addition,  any future changes in ownership,  as defined in section
382 of the Internal Revenue Code, may further limit such utilization.

The following represents the Company's deferred tax assets as of May 31, 2006:

         Net operating losses                   $ 47,000
         Valuation allowance                     (47,000)
                                                --------
                                                $    -0-
                                                ========

Note 8:   Litigation Settlement - Common Stock issuance

During  October 2005, the Company  entered into a settlement  agreement with its
former  attorney  who had sued for back fees.  Pursuant  to the  agreement,  the
Company paid its former attorney $9,000 in cash of which $6,000 was for the face
amount  of the two  notes  declared  in  previous  filings  and $591 was for the
accrued  interest on the notes and  satisfied  all  obligations  relating to the
promissory  notes payable to her. The Company also delivered to her 5,000 shares
of its restricted  common stock.  The stock issuance was a non-cash  transaction
and was  recorded  at the  market  value of the  Company's  common  stock on the
transaction  date.  The parties have  further  stipulated  for a dismissal  with
prejudice  of  any  and  all  litigation   pending  between  them.   Stock-based
compensation of $15,500 and other litigation  expense of $2,409 were recorded in
the accompanying financial statements for the year ended May 31, 2006.

Note 9:   Reverse Split of Common Stock

On March 16, 2006 the stockholders  approved the re-incorporation of the Company
in Nevada and in connection  therewith a one-for-ten reverse split of the common
stock that became  effective April 17, 2006. To effectuate the  reincorporation,
on April 4, 2006 the  Company  merged  with newly  formed Rub a Dub Soap,  Inc.,
incorporated  in the State of  Nevada.  The  reverse  stock  split is  presented
retroactive for all periods presented.

Note 10: - Common Stock issuance

During April 2006 the Company  issued  55,000 shares of its  post-reverse  split
common  stock to Kevin B. Halter Jr., in exchange  for cash in the amount of the
par value per share ($0.001).  The difference  between the fair market value and
the par value was recorded as compensation expense.



















                                      F-12




<PAGE>


Item 13.  Exhibits

         (a) The exhibits  required by Item 601 of Regulation  S-B, as described
in the following index of exhibits, are filed with, this Report, as follows:

         Item
        Number                              Description
        ------                              -----------


         *31.1    Certification  of Chief Executive  Officer and Chief Financial
                  Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

         *32.1    Certification  of Chief Executive  Officer and Chief Financial
                  Officer  under 18 U.S.C.  ss.  1350,  as adopted  pursuant  to
                  Section 906 of the Sarbanes-Oxley Act of 2002.
-----------------
*        Filed herewith


<PAGE>

                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

November 13, 2006                           RUB A DUB SOAP, INC.


                                             /s/ Kevin Halter, Jr.
                                            ------------------------------------
                                            Kevin Halter, Jr., President
                                            Director and Chief Executive Officer